Hear You Me
by Starryknight09
Summary: After Homecoming, Tony spent the time to actually get to know Peter and really started to care about him. So much so that he always knew where the kid was, he spent almost every weekend with him, and he'd added numerous protocols to the suit to keep him safe. He thought he'd planned for every contingency. He'd just never planned for this.


"Hand me the screwdriver." Tony held a hand out from under the antique car he was working on.

After a few long seconds with no response, he snapped his fingers. "Peter. Screwdriver."

"Oh right. Sorry. Here." The kid sounded distracted but a metal cylindrical object was placed in his hand, so he didn't inquire further. He held the tool up to the underside of the car where he needed to unscrew a casing and blinked. The kid had given him a ratchet. What the hell?

"This isn't a screwdriver." He chastised. "I know you know what a screwdriver is. This is clearly not it. Get me the screwdriver kid. You know the one with the handle and the pointy end."

He tossed the ratchet out from under the car and then held his hand out again. And…nothing was being placed in his hand.

"Hey kid? You ok?" His initial irritation was rapidly turning to concern at the persistent and uncharacteristic silence.

Tony lay on a dolly so it was easy enough to push off the bottom of the car and slide out from under it to check on Peter. He frowned when he noticed the kid still sat on the stool next to his toolbox. But now he held his phone up to his ear, and his sole attention was fixed on the news headlines being broadcast on the screen on the opposite wall. Something about a subway accident. Huh. It must not have been caused by anything too insidious since the Avengers hadn't been called in.

"What's wrong?" Tony asked when he noticed the look on Peter's face. He watched as the kid dropped his hand back into his lap with the phone. Whoever he'd called obviously hadn't answered. Why did he look scared?

Still no response.

Tony stood and walked over so he was directly between Peter and the screen.

"Yeah hey hi." Tony said when Peter finally seemed to notice him. "What's wrong?"

Peter just blinked. He almost looked like he was in shock.

"You're starting to freak me out a little kid." Tony said as leaned over with his hands on his knees so they were face to face. "Tell me what's going on. Use your words."

Peter swallowed hard. "May takes that subway and her shift ended at three today."

It was 3:30pm. According to the news report the accident had occurred 15 minutes ago.

"And she's not answering her phone." Peter continued.

"I'm sure she's fine kid." Tony tried to reassure Peter even as he felt his own spike of fear. "She doesn't always answer her phone right?"

"No but—"

"See? I'm sure she's fine." Tony interrupted.

"I just… I think I-I need to go home."

"Ok let's go." Tony agreed easily, grabbing a towel by the toolbox to wipe the grease off his hands.

"You don't have to come with me." Peter argued meekly. "I'll be fine."

"I'm coming with. That way, when we get there and you see she's fine and just left her phone in the other room or something, I can bring you right back here so you can help me finish working on the car."

"Ok." Peter said softly but that finally got a small smile out of him.

On the ride over Peter kept trying to call May. When they arrived at the apartment complex half an hour later, still with no answer, Tony was starting to legitimately worry.

Peter was clearly past worry. He hopped out of the car before it'd barely come to a stop. Tony could hardly keep up with him. He followed the kid as he bounded up the stairs to the apartment, unlocked the door, and ran in.

"May? Are you home?" Peter called out as he searched the entire apartment in under a minute. Tony could already tell she wasn't home. None of the lights were on and she hadn't answered Peter's first panicked inquest. Shit.

"She's not here." Peter said as he came back from the hallway.

"Maybe she went out with some of her friends or something after work?" Tony offered but the excuse sounded weak to his own ears.

"She would've told me." Peter argued.

"You were supposed to spend the weekend with me." Tony said. "Maybe she didn't think she needed to tell you."

"Maybe." Peter agreed hesitantly. "It just doesn't seem like her. Usually she answers her phone. Especially when I'm with you."

"Nice." Tony scoffed.

"I mean—"

The ringing of Peter's phone interrupted whatever he was about to say.

Thank god. Tony felt his previously building fear start to melt away. It'd be his turn to give May a piece of his mind for once.

"Hello?" Peter answered. "Yes. I'm Peter."

Oh no. Tony watched as Peter turned ghost white. He hurried to his side.

"I'll be right there." Peter said and then hung up, gazing up at Tony with eyes wide as saucers. "May's hurt. She's in the hospital. She…she was on the subway."

Tony felt like the whole world had been upended. He couldn't even imagine how Peter felt.

"We need to go." Peter said but when he tried to take a step he would've crumbled to the ground if Tony hadn't been close enough to catch him.

"Whoa." Tony held him as Peter tried to get his feet back under him. When he'd semi succeeded, Tony half helped and half carried him to the couch. "Sit down for a second."

"No we need to go. The doctor said to hurry." Peter protested weakly. Well that definitely didn't sound good but he couldn't have Peter passing out on him either.

"Put your head between your legs." Tony knelt in front of Peter as he guided his head down. "Deep breaths kid."

After a minute, Tony left Peter briefly to grab a granola bar and a bottle of water from the kitchen. He'd visited often enough by now to know where the basics were kept.

"Here." He offered the items to Peter.

"I can't. I can't eat anything right now." He shook his head at the granola bar but took the water.

"Better?" Tony asked after the kid took a couple sips.

Peter nodded. Tony thought he still looked too pale but no longer bloodless like before.

"Think you can make it to the car?"

"Yeah."

"Ok let's go. But we're taking the elevator." The last thing he needed was Peter tumbling down several flights of stairs.

Tony counted it as a win when Peter rolled his eyes at him.

* * *

"I'm sorry. Her injuries are too severe. There's nothing we can do but make her comfortable." The doctor broke the news to them with worn and weary eyes, probably from all the bad news she'd had to give to families so far today. The subway accident had officially claimed over two-dozen victims but even more were severely injured. Some that had survived to get medical help still probably weren't going to make it. Like May.

Next to him Peter started hyperventilating. Some unknown instinct had Tony reaching a hand up to the kid's shoulder in comfort.

"Does she know?" Tony asked.

The doctor nodded.

"We've been buying her time for you to get here." The doctor turned her attention to Peter. "So she could have a chance to say good bye."

Peter started outright sobbing now. Tony pulled him closer against his side, and the kid instantly turned his face into Tony's chest and brought his arms up to hold onto him tightly.

"How long?" Tony asked, helplessly turning his attention back and forth between Peter clinging to him and the doctor in front of him. He itched to focus all his attention on Peter. To help him. But he needed to know the answer to this question first because he needed to know how much time he had to pull Peter back together.

"It's impossible to say. Could be half an hour. Could be a few minutes. But probably somewhere in between." The doctor kept her eyes on Peter as she answered Tony. He could tell they were both worried about the same thing. That Peter would be too torn by grief in this moment to have any real last interaction with his aunt.

"Ok. Thank you." Tony said decisively to the doctor, a clear dismissal.

"She's right through that door. I'll be right over there when…when you're done." She motioned to a counter where other medical professions sat at computers working.

Tony nodded as the woman walked away. God how could this be happening? It already felt like he and Peter had been in his garage over a week ago instead of the hour it'd actually been. It was like they'd suddenly stepped into a weird time warp twilight zone kind of world. Everything had a surreal quality to it.

"All right." He tried to bolster himself. He took a deep breath as he grabbed Peter's shoulders and pulled him off of him.

"Peter. Kid. Listen to me." Tony leaned in so he was eye to eye with him, his face only inches away from Peter's. The kid still had his eyes scrunched tightly shut and rivulets of tears ran down his face. Tony could feel him trembling under his hands. God.

"Look at me." He gave him a little shake and a second later was met with bloodshot eyes filled with pain. So much pain. Tony almost lost his resolve, but he couldn't. He had to be strong for Peter right now. He had to do this or the kid would regret it for the rest of his life.

 _Please please don't hate me for this._ He thought briefly before he opened his mouth to speak again.

"Stop it." He said sternly with another more forceful shake. "You need to stop. Right now. Stop crying."

Tony watched as surprise then hurt and confusion crossed Peter's face, and he hated that he was the reason for putting them there. He felt like such a piece of shit. But at least Peter had stopped crying.

"There'll be plenty of time to cry later. But right now you have to pull yourself together." Tony continued firmly as Peter sniffled. "You're getting something most people never get. A chance to say good-bye. And I know it sucks. It really _really_ sucks and it's not fair but you have to get a grip _right now_ or you're going to miss this."

Tony watched Peter take a few deep breaths and then swallow hard before nodding. At least Tony thought it was a nod. It looked more like some sort of half seizure.

"Ok? You ready?" Tony asked more softly this time.

Another spastic nod. Tony straightened up and led the kid to the door with his palm settled flat between Peter's shoulder blades. Peter hesitated at the door, hand pausing half way to the door nob.

"You can do this." Tony said quietly in support but didn't move to open the door himself. "You have to do this. For May. Be the brave kid I know you are."

Peter took another few fast and shaky shallow breaths and just when Tony worried he was about to lose it again, he bit his lip, grabbed the door handle, and wrenched it open. As soon as Peter took a step through the door, all the previous hesitation vanished. He cried out May's name and sprinted to her side, leaving Tony to close the door quietly behind them.

Tony walked slowly over to them, suddenly faltering himself, unsure if he should even be here for this moment. Maybe they'd rather be alone. He should probably leave them, but his feet kept stubbornly carrying him forward toward Peter. As much as he wanted to respect their privacy, he didn't want the kid to be alone when… Well when they both knew what was going to happen…happened.

"May May May." Peter was repeating her name reverently as he carefully held her. Somehow she'd managed to get her arms around him, one of them stroking his hair. She was propped up in a hospital bed and she looked terrible but not dying terrible. Her eyes met Tony's briefly as he came nearer and he didn't think he imagined the relief that crossed them at seeing him. He found a spot behind Peter and leaned against the wall like an impartial observer.

"Please don't leave me. Please please." Tony heard as Peter's voice broke again.

"I'm so sorry sweetie. I'm sorry I have to go." May whispered and Tony felt tears start to prickle in his own eyes. She was the one dying but here she was still comforting Peter.

"I can't do this without you. I _can't_." Peter pleaded.

"You can honey. It's going to be ok. I promise."

"It's not." Peter sniffled. "Nothing's ever going to be ok again."

"Shh don't say that. Remember Ben? It'll hurt for awhile but it gets better. It never goes away but one day you'll wake up and realize it's not so hard to keep living."

"But after Ben I still had you. I don't want to live without you." Peter lamented.

"I know." May sounded stricken. "But you have to. For me honey. Please. Promise me."

"I…I promise." Peter said miserably as he pulled back slightly to look at her face. Tony had a feeling he would've promised her anything in that moment.

"You're going to be ok. You're so strong." May reached her hand up to cup Peter's cheek. "I'm so proud of you. I did a good job with you."

Peter finally let out a little laugh and gave May a goofy smile. "You did."

Tony felt his own silent tears start running down his face.

"I love you." Peter professed.

"I love you too." May smiled at him and then tugged his head in close so she could give him a kiss on the forehead. Peter gave her his own kiss on the cheek and then hugged her again.

"Does it hurt?" Peter asked tentatively.

"No it doesn't hurt. I'm not feeling much. Don't worry."

Peter gave her another kiss on the cheek then whispered. "This isn't fair."

"It's not." May agreed.

May and Peter held each other quietly while May ran her hand through Peter's hair. After a few minutes, her eyes purposefully met Tony's over Peter's head.

"Honey? Can you actually get me a glass of water?" May asked suddenly. Tony worried for a second that she was kicking Peter out because she didn't want him to witness her death. He hoped not.

"But you… I don't…" Peter didn't seem to know what to do. He was probably worried about the same thing as Tony.

"Please?" She prompted.

"Yes of-of course. I'll be right back." Peter sprinted out of the room.

As soon as the door shut, May turned her attention to him.

"Hey you." She greeted with a small smile and Tony took it as an invitation to come closer.

"Hey." He echoed quietly. He didn't quite know what to say. He and May had never been close but they weren't exactly strangers either. He knew she'd hated him at first after she found out about Germany, but over the past months their relationship had turned into more of a begrudging mutual respect, bordering on like. At least Tony thought they were on their way to liking each other. Or well May liking him. He already liked her. And now she was dying.

"I'm sorry." Tony said. He was. This situation was terrible.

"Don't be. It's not your fault." May said with a tired smile. "For once."

Tony returned a watery smile.

"I'm glad you're here. I don't want him to be alone for this." May continued.

Tony just nodded. This. Her death. He didn't know what else to say.

"You've been there for him a lot these past months." May said.

Tony didn't think she was looking for a response so he just kept listening.

"I know you care about him." She stated, but it came out more like a question.

"I do." Tony agreed instantly.

"He looks up to you." May gave him another small sad smile. "Sometimes I hate that."

Tony gave her a wry smile back.

"I need you to promise me something." May looked into his eyes like she was peering into his soul.

"Anything."

"Take care of him for me." She said.

"I will. I always do." Tony promised. It was an easy promise. There was no way he'd ever let anything happen to Peter.

"No. You don't understand." May huffed slightly and then had to a couple short breaths before continuing. She sounded like she was starting to have a harder time breathing.

Tony frowned.

"I changed my will a few months back." May said quietly, like a confession. "After the Rhino incident."

Tony remembered the incident she was talking about vividly. Spiderman had gotten into a fight with some enhanced asshole that called himself the Rhino. It'd turned sour quickly. Before Tony had been able to get to him as Ironman. He'd rescued the kid in time, but Peter had still ended up spending three days in Medbay. The first one completely unconscious. Tony hadn't left his side the entire time. Neither had May. Now that he thought about it that was probably around the time their tentative truce had started.

"I put you down as his legal guardian in case something happened to me." May continued. "I never thought it'd actually happen."

Tony took in a sharp breath of air. May seemed to read the shock on his face because now she looked scared. Scared he'd say no.

"Tony." She said quietly and he snapped his full attention toward her. She'd never called him that before. It'd always been Mr. Stark. "There's no one else. Please."

It hit Tony then that she'd sent Peter away to tell him this. To ask him this. She was selflessly giving up some of the valuable time she had left with Peter to ensure he'd have somewhere to go when she was gone. To talk Tony into it if she had to. He could see she was ready to try, the resolve clear on her face, but it wouldn't be necessary.

"I'll take him. Of course I'll take him. And I'll take care of him. I promise." Tony agreed solemnly. Of course he would. Now that he thought about it, it was obvious. He had to take Peter. He knew he could never handle letting him go to someone else. Some stranger. He was surprised that hadn't already been his first thought after the doctor had broken the news.

'Thank you." May smiled, relief colored her tone. "I'm leaving you my most priceless possession. Don't make me regret it."

"I won't." Tony said like a vow. He'd never meant anything more.

"I want you to know he's going to be angry for awhile." May said. "After Ben…he was angry for a long time. You're going to have to be patient with him. Support him. Be there for him."

Tony kept nodding, trying to commit to memory all the advice she was offering him even though he couldn't really picture Peter angry. He was always so happy and carefree. It struck him hard that all of that was about to change.

"And you can't be his friend anymore." It sounded like it hurt her to say this. "You have to be his guardian. There's a difference. You can still have fun together, but you have to make the rules now. And enforce them. I know that's going to be hard for you, but you can do it. I have faith in you."

Tony just kept nodding even though he had a hard time seeing himself doling out any sort of discipline.

May nodded back at him. "You're a good man. As much as you try to pretend otherwise. You'll be good for Peter. I'm a smart woman for picking you."

"You are." Tony agreed and his voice cracked as he reached out to hold her hand. She didn't object and gripped firmly back.

May smiled sadly at him. "I'm jealous that you're going to get to see him become a man and I won't. I'm still going to take all the credit, though. He's the best thing I ever did with my life. I did good with him."

"You did. He's an amazing kid." Tears streamed freely down his cheeks. Peter was right. This wasn't fair.

"I know." Tony could tell she was fading fast and suddenly he felt guilty for taking up so much precious time from Peter. Where was the kid? "Take care of my baby."

"You know I will. I will. I promise."

"May?" Tony looked up as Peter finally walked back in the room with a glass of ice water. God where had the kid gone to find it? Timbuktu?

"Hey honey. Come here." May said beckoning with a hand as he walked over. Tony quickly wiped his face and backed away to resume his position by the wall. He watched as Peter tried to hand her the water but she shook her head.

"I'm not so thirsty anymore." She said but she had to take little breaks to breathe between words to get it out. She'd been doing that toward the end of their conversation too.

"Oh." Peter said as he set the glass down on the table by the bed. Tony had never heard him sound so scared before.

"Come here." May patted the bed and Peter gingerly crawled up, careful not to jostle her as he settled in to lie next to her. She wrapped an arm around him and pulled him close so his head was tucked under her chin.

"I have some things I want to tell you. Things I want you to try to remember."

"Ok." Peter sounded so young and lost. May took a moment to run her hand over his hair and kissed the top of his head before she began.

"Get good grades in school but don't forget to have fun too." She said, trying to stay strong. Tony felt more tears form as he realized what she was doing. A final impartment of wisdom.

"Ok."

"I mean it. You need to make fun more of a priority kiddo."

Peter nodded against her.

"Go to college. Obviously. A good college. No skipping out on that because of this Spiderman thing ok? You're too smart for that. Promise?"

"I promise." Peter's voice wobbled. Tony felt a spark of pride at how well the kid was holding it together at the end. Because that was clearly what this was. The end. May grew paler and paler right in front of them, but he could tell from the stubborn set on her face that she refused to give in until she got out everything she wanted to say.

"Don't worry about what other people think."

"You know I don't." Peter said, affronted, and May smiled at his response.

"Never put anything in writing that you wouldn't want the whole world to see."

"I know."

"If you don't know what to wear always err on the side of being overdressed."

Peter let out a wet little laugh at that one.

"Pick a job you love, because it's what you're going to spend most of your time doing."

"Ok."

"When you meet the right person, you'll know. Don't waste your time with people who aren't right for you."

"I won't."

"Don't drink too much on your wedding day. You're going to want to remember it. Trust me."

Peter nodded again, too torn up to speak anymore.

"And when you become a Dad you're going to feel like you have no idea what you're doing. And you're going to be terrified. But just know that you'll figure it out. And it'll be ok."

"M-May?" Peter prompted when she'd stopped speaking for a few long seconds.

"One last thing." She said breathlessly before kissing Peter's hair. "Don't ever forget how much I love you. And how proud of you I am."

Peter nodded as he clutched her tighter.

"And try not to forget me." May added with one her characteristic smirks.

"Never." Peter promised. "I could never forget you. I larb you, remember? I love you."

"I larb you too. I love you honey. So much." May's voice was barely audible. She closed her eyes. Tony watched as she took a few more labored breaths and then she was gone. Tony knew for sure because everything on the monitors by her bed read zero even though there was no blaring noise. The alarms must have been turned off earlier.

"May?" Peter sat up slightly to look at her face when she stayed quiet. "May? No! No. No no. Please! May."

And this was his cue. This was why he was here. So Peter wouldn't have to be alone for this. He walked quickly to the kid's side and placed a hand on his shoulder.

"Peter." Tony said his name quietly. Peter didn't even seem to notice as he gently shook May, trying to wake her up. Not wanting to admit she that was never going to wake up again.

"Kid." He tried again. "She's gone kid. I'm sorry."

"No. No. She can't. I can't. It's. I." Peter pulled out his grip as he collapsed forward so he was holding May again while he sobbed uncontrollably.

Tony readjusted his hand so it was on Peter's back. It seemed a little awkward but he felt like Peter needed some kind of physical anchor, and he didn't want to try to pull him away from May to bring him closer. So a hand on the back was apparently all he was good for.

Tony shifted so he could perch on the bed next to Peter's hip. After a few minutes passed, he started moving his hand back and forth over Peter's back. It hadn't been a conscious decision but it seemed like the right thing to do. This was how you comforted someone right? Tony honestly hadn't had a lot of practice on the giving or receiving end.

He felt so far out of his element right now. And now Peter was going to be _his._ His responsibility. And he was still just a kid. He'd obviously need comfort like fairly regularly. Affection. Stuff Tony was definitely not good at. Oh god. What if he screwed this up? No. Stop. He forced his mind away from those thoughts for now. He could panic later. Right now he needed to focus on Peter. Be here for Peter.

Tony wasn't sure how much time had passed before Peter finally quieted down. He thought it could've been close to an hour but there wasn't a clock in the room and his watch was on his left hand, the one he refused to move from Peter's back, so it was all just a guess. It ended up taking even longer before Peter finally sat up, wiping at his face and sniffling.

He looked at Tony then, so sad and hurt and lost. All emotions that didn't belong on Peter's face. Pulling him in for a hug was just automatic, but it seemed to set Peter off again. But this time he was crying into Tony's chest and for some reason he felt better with Peter crying on him rather than next to him. He just wished he knew the magic words to help, but for once he was speechless.

Eventually Peter calmed down enough to let Tony lead him out of the room after giving May one last kiss on the forehead. Tony was sure that was going to set him off again but Peter seemed to have moved into more of a dazed and shocked stage of grief for the moment. He kind of resembled a zombie. Tony glanced back right before he closed the door on their way out and made mental promise to May to do right by Peter.

He easily found the doctor from before and he could tell she knew May was gone by the looks on their faces. She was kind enough about it. She said she was sorry for their loss and then offered them an empty room to grieve. Tony declined and she seemed to catch on quickly that he just wanted to get Peter out of there. She gave him a couple forms to sign, which he did quickly, so he and Peter could finally leave. The kid still hadn't said a word. He just stared blankly ahead as Tony guided him back to the car. Tony had no idea what to do or say to make this better. Christ. He'd been in charge of the kid for a mere couple hours and he already felt like he was failing.

When they reached the car, Tony grabbed the passenger side door and held it open for Peter. The kid paused and just stared at the seat for a few long seconds, making no move to climb in yet. Tony waited patiently.

"What's going to happen to me now?" Peter asked in a flat monotone Tony had never heard come from him before. Like the answer to that question in no way mattered to him. Maybe it didn't right now. Maybe the grief from May was too all consuming.

"You're going to stay with me." Tony tried to keep his tone light.

"Oh." Not exactly a ringing endorsement. Ouch. Tony had to hold back his knee jerk response to say something biting and sarcastic.

"For how long?" Peter asked as he frowned and looked up at him. Really looked at him for the first time since this whole nightmare started. Tony knew him too well to miss the glint of insecurity in his eyes even though it was buried behind a mask of despair. Oh. Peter wasn't disappointed. He didn't know what Tony meant. He thought Tony was going to what? Leave him? Let him stay for awhile and then give him away?

"Peter." Tony sighed the kid's name and then closed the car door so he could take a step closer. The crisp fall air tousled the kid's hair and the tip of his nose was red, but Tony wasn't sure if that was from the cold or crying. Dammit he didn't even have a coat on and it was like 45 degrees out. He was standing there shivering in a t-shirt, and it had taken Tony way too long to even notice.

"Are you cold?"

Peter just shrugged.

That was a yes. Tony unzipped the black hoodie he was wearing and placed it around Peter's shoulders. The kid didn't even argue for once. He just numbly roped his arms through the sleeves. Tony pulled the zipper together at the bottom and zipped it up. He rubbed his hands up and down Peter's arms to generate some more warmth before stopping to grip the kid's shoulders.

"Listen Peter." He tried again, catching Peter's eyes. "You're going to stay with me from now on. It's what May told me she wanted and…it's what I want too. Ok?"

Peter nodded even as his face scrunched up with the preface of another breakdown. Tony's squeezed his shoulders tighter.

"Tony." His name came out of Peter's lips like a devastated whine.

Tony tugged him closer and Peter instantly leaned into him, wrapping his arms around him and clutching the back of his shirt in tight fists. Tony reciprocated with his own secure hug.

"Tony. Tony. Tony." Peter cried into his chest and Tony felt his heart break.

"I'm right here. I've got you." He brought a hand up to the back of Peter's head where it got tangled in his hair.

"It's not fair. How could this happen? How? Why? What did I do? Why did this happen to me? Why does this keep happening to me?" Peter wailed and Tony had no words to make it better so he just pressed him closer.

"I don't… I can't… Tony. _Tony._ " The kid's legs gave out and Tony let out a little grunt as he was completely saddled with his weight. He lowered them both down to the ground so he ended up on his knees on the asphalt with Peter still draped in his arms.

"I've got you." He repeated as Peter sobbed. "I've got you. It's going to be ok."

"No it's not. It's not. It's never going to be ok again." Peter shook his head.

Tony caught movement out of the corner of his eye and turned to notice a few people in the parking lot had stopped to watch the slight spectacle they were making. Tony didn't see any cell phones out recording any of this yet so they probably hadn't recognized who he was but it'd only be a matter of time. Shit. The last thing Peter needed was for this to make it's way onto the six o'clock news.

"Let's…let's get in the car kid."

Peter didn't protest as Tony hauled him back to his feet but he didn't help much either. Somehow Tony managed to get them both safely ensconced in the backseat of the car away from prying eyes.

"I can't. I can't do this. I can't do this." Peter panted into his shirt.

"Yes you can. You can. Just breathe kiddo. You need to breathe."

Peter shook his head violently. "N-no. I can't. I can't breathe. Oh my god May. May's… _gone_. She's gone. She left me. Everybody leaves me. And now I'm all alone."

"You're not alone. You've still got me." Tony argued. "I'm right here and I'm not going anywhere."

" _Tony_." He'd never heard his name said with so much pain and misery. "Tony _please_."

"Please what Peter? What do you need? Tell me what you need." He'd give the kid absolutely anything if it would help him feel better.

Instead of answering Peter just bawled into his chest and pulled on his shirt so hard it was definitely going to be stretched out beyond repair. Oh well. Tony didn't care about the stupid shirt.

"It hurts." Peter whimpered as he pulled even harder like he was trying to crawl farther into Tony's lap even though there was no way he could get any closer.

"I know. I'm sorry. I'm so sorry. I wish I could make it better. Tell me what I can do to make it better." Tony knew his own voice sounded frantic now but he couldn't help it. Seeing Peter this distressed was killing him.

"N-nothing. It's not— I don't know how— I can't— I just—" The kid sounded like he was choking on the words.

"Breathe Peter."

"I don't know what I'm going to do!" He managed to get out before falling back into a fit of violent sobs.

"Shh. It's going to be ok." Tony shushed him. "I've got you. You're going to be ok."

Peter just cried harder as Tony held him. He didn't say anything else and eventually the sobs petered out as the kid exhausted himself and fell asleep against Tony. The genius let out a sigh of relief. He was glad the kid was getting a small reprieve even if it was just because he was asleep.

Once he was sure Peter was completely out, Tony shifted them around and slowly disentangled himself from the kid. Before he climbed across the center console into the front seat to drive them home, he glanced down at Peter. He looked so young and innocent. He really was just a kid. A kid who'd just lost so much in the span of a day. God he hoped May hadn't made a mistake picking him. Although as he watched Peter sleep now, a warm feeling encompassed his chest. Without thinking about it, he reached forward and brushed Peter's hair back off his forehead.

"I'm going to take care of you." Tony swore even though Peter wasn't awake to hear it. "I promise."

Tony knew he'd let a lot of people down in his life, but he vowed that Peter wouldn't be one of them.

* * *

A/N: I just couldn't get this out of my head so I finally had to write it. I'm leaving it as a oneshot for now but I might add to it/do a sequel later if there's any interest. For now I have to get back to finishing my other story.


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